Form 4: Intercontinental Exchange Executive Reports Stock Transactions Following Vesting of Performance-Based Units

Christopher Scott Edmonds, President of Fixed Income & Data at Intercontinental Exchange, reports acquisition and disposal of common stock related to vesting of performance-based restricted stock units.

Summary

• On February 4, 2025, Christopher Scott Edmonds, President of Fixed Income & Data at Intercontinental Exchange, reported transactions involving Intercontinental Exchange, Inc. [ICE] common stock.
• Edmonds acquired 6,623 shares of common stock related to the vesting of three-year total shareholder return performance-based restricted stock units (TSR PSUs) granted on February 4, 2022.
• The payout for these TSR PSUs was determined based on the issuer's stock price through December 31, 2024, and relative total shareholder return from January 1, 2022, through December 31, 2024, compared to the S&P 500.
• Edmonds also disposed of 3,031 shares of common stock to satisfy tax withholding obligations at a price of $160.39 per share.
• Following these transactions, Edmonds beneficially owns 16,514 shares of common stock, including 5,207 shares of common stock, 1,018 unvested restricted stock units (RSUs), and 10,289 unvested performance-based restricted stock units (PSUs) for which the performance period has been satisfied.
• The satisfaction of the 2024 PSUs tied to earnings before interest, taxes, depreciation, and amortization, ('EBITDA') and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2025 and will be reported at the time of vesting.
• The satisfaction of the 2023 and 2024 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2026 and February 2027, respectively, and will be reported at the time of vesting.
• The satisfaction of the performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued pursuant to these awards, will not be determined until December 2026, December 2027 and December 2028 and will be subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document primarily reports routine stock transactions related to executive compensation. The vesting of performance-based units suggests the company is meeting some performance targets, but the disposal of shares for tax obligations is a neutral event.

Positives

• The vesting of TSR PSUs indicates that the company met certain performance targets related to total shareholder return relative to the S&P 500.

Negatives

• The disposal of shares to cover tax obligations resulted in a decrease in Edmonds' direct holdings of ICE common stock.

Risks

• Future vesting of RSUs and PSUs is contingent upon continued employment and, in some cases, the achievement of performance targets, which may not be guaranteed.
• The value of the unvested RSUs and PSUs is subject to the market price of ICE common stock, which can fluctuate.

Future Outlook

The satisfaction of future performance-based restricted stock units will be determined in February 2026, December 2026, December 2027, December 2028 and February 2027, and will be reported at the time of vesting.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies like Intercontinental Exchange. It reflects the company's use of equity-based compensation to align executive interests with shareholder value.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly traded companies, particularly in the financial services sector.
• Companies like Nasdaq, CME Group, and London Stock Exchange Group also utilize restricted stock units and performance-based awards as part of their executive compensation packages.
• The vesting schedules and performance metrics (e.g., TSR relative to the S&P 500, EBITDA targets) are typical components of these compensation plans, designed to incentivize long-term value creation.

Stakeholder Impact

• The vesting of equity awards aligns executive interests with shareholder value, potentially incentivizing actions that benefit shareholders.
• The disposal of shares for tax obligations has a minimal impact on the overall market for ICE stock.

Next Steps

• Future vesting of RSUs and PSUs will be reported in subsequent filings as performance conditions are met and time-based vesting requirements are satisfied.

Key Dates